EX-10.60






Exhibit 10.60




FIRST SUPPLEMENTAL INDENTURE



FIRST SUPPLEMENTAL INDENTURE, dated as of June 20, 2008 (this “First Supplemental Indenture”),
between TAL Advantage II LLC, a limited liability company organized under the laws of Delaware (the
“Issuer”) and U.S. Bank National Association, a national banking association organized under the
laws of the United States, as indenture trustee (the “Indenture Trustee”).




               WHEREAS, the Issuer and the Indenture Trustee are parties to an indenture dated as of March
27, 2008, as amended, modified or supplemented from time to time in accordance with its terms (the
“Indenture”), providing, among other things, for the authentication, delivery and administration
of the Notes described therein;



               WHEREAS, pursuant to Article X of the Indenture and subject to certain conditions stated
therein, the Issuer and the Indenture Trustee may enter into a supplemental indenture in
order to amend the Indenture; and



               WHEREAS, the Issuer desires to amend the Indenture in accordance with the terms and
conditions set forth below;



               NOW THEREFORE, in consideration of the foregoing premises, the parties mutually agree
as follows:



ARTICLE I




Definitions




          SECTION 1.1. Defined Terms. Terms for which meanings are provided in the Indenture are,
unless otherwise defined herein or the context otherwise requires, used in this First Supplemental
Indenture with such meanings.




     ARTICLE II



Amendment to the Indenture




          SECTION 2.1. Subject to the satisfaction of the conditions specified in Article
III
below and effective as of the First Supplemental Indenture Effective Date (as defined herein), the
Indenture shall be amended as follows:




     (a) Amendment to Appendix A to Indenture (Master Index of Defined Terms).




     Definition of Indebtedness. Clause “(vi)” of the definition of “Indebtedness” is
hereby deleted in its entirety.




(b) For the avoidance of doubt, to the extent that any term set forth in Appendix A
to the Indenture is defined by reference to the definition of such term in the Credit
Agreement and to the extent the definition of such term in the Credit Agreement includes
the term “Indebtedness,” the term “Indebtedness” shall be deemed not to include obligations
under any interest rate hedging or under any similar type of agreement to the extent of the
amount due if such agreement were to be terminated.



 









 





ARTICLE III




Conditions Precedent




          SECTION 3.1. This First Supplemental Indenture shall become effective as of the date
upon which the following conditions precedent shall be satisfied (the “First Supplemental
Indenture Effective Date”):




     (a) execution and delivery of this First Supplemental Indenture by the parties
hereto, with the executed consent of the Noteholders, as Requisite Global Majority;



     (b) delivery to the Indenture Trustee of an Opinion of Counsel pursuant to Section
1003 of the Indenture, stating that all conditions precedent for the execution of this First
Supplemental Indenture have been satisfied; and



     (c) execution by the Issuer of an Officer’s Certificate, pursuant to Section 1301 of
the Indenture, to the effect that all conditions precedent to this First Supplemental Indenture
have been complied with substantially in the form of the Officer’s Certificate attached as Exhibit
A
hereto.



ARTICLE IV




Miscellaneous




          SECTION 4.1. Limitation of Right. Except as expressly set forth in this First
Supplemental Indenture, this First Supplemental Indenture shall be binding upon the Issuer, the
Noteholders and their respective successors and permitted assigns and shall not inure to the
benefit of any Person other than the parties hereto, the Noteholders and the Manager as provided
herein. Notwithstanding the previous sentence, the parties hereto, the Seller and the Manager
acknowledge that each Hedge Counterparty is an express third party beneficiary hereof entitled to
enforce its rights hereunder as if actually a party hereto.




          SECTION 4.2. Successors and Assigns. All provisions of this First Supplemental
Indenture shall bind the parties hereto and their permitted successors and assigns and inure to
the benefit of their respective successors and assigns, whether so expressed or not.




          SECTION 4.3. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE CONSTRUED BY AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 AND
5-1402 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF
CONFLICTS OF LAW, AND THE RIGHTS, OBLIGATIONS AND REMEDIES OF THE PARTIES HERETO SHALL BE
DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.




          SECTION 4.4. Severability Clause. In case any provision in this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such
provision shall be ineffective only to the extent of such invalidity, illegality or
unenforceability.





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          SECTION 4.5. Ratification of Indenture; First Supplemental Indenture Part of
Indenture. Except as expressly supplemented hereby, the Indenture is in all respects ratified and
confirmed and all the terms, conditions and provisions thereof shall remain in full force and
effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Noteholder of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby.




          SECTION 4.6. Counterparts. The parties hereto may sign one or more copies of this Third
Supplemental Indenture in counterparts, all of which together shall constitute one and the same
agreement.




          SECTION 4.7. Headings. The headings of the Articles and the Sections in this First
Supplemental Indenture are for convenience of reference only and shall not be deemed to alter or
affect the meaning or interpretation of any provisions hereof.




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     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	 	TAL ADVANTAGE II LLC, as Issuer
	 
	 	 	 	 
	 

	 	By:
	 	TAL International Container Corporation, its

manager
	 
	 	 	 	 
	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Name:
	 

	 	 	 	Title:






TAL Advantage II LLC First Supplemental Indenture




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	 	U.S. BANK NATIONAL ASSOCIATION,

    as Indenture Trustee

 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



TAL Advantage II LLC First Supplemental Indenture




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Consented to as of the date first above written:




FORTIS CAPITAL CORP.,

     as Noteholder




	 	 	 	 	 
	By:

	 		 	 
	 

	 	 

Name:
	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	ING BANK N.V.,	 	 
	     as Noteholder	 	 
	 
	 	 	 	 
	By:

	 	 	 	 
	 

	 	 

Name:
	 	 
	 

	 	Title: 	 	 






TAL Advantage II LLC First Supplemental Indenture





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